exhibit10-3_clark.htm


    
      

      

    



    Exhibit
10.3

     

    SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This Second Amendment to Employment
Agreement (this “Amendment”), dated as of December 16, 2009, is entered into by
and between Mannatech, Incorporated (the “Company”) and B. Keith Clark
(“Employee”).

     

    RECITALS

     

    This
Second Amendment amends that certain Employment Agreement, effective as of
October 5, 2007, together with the First Amendment to Employment Agreement,
effective as of December 18, 2008, by and between the Company and Employee (the
“Amended Employment Agreement”).

     

    STATEMENT
OF AGREEMENT

     

    NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     

    1.           The
first sentence of Section 1.2 of the Amended Employment Agreement is hereby
amended and restated in its entirety to read as follows:

     

    “The
Employee shall serve as Executive Vice President and Chief Legal Officer of the
Company, with the authority, duties and responsibilities described herein and
those customarily incident to such office.  ”

     

    2.           This
Second Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    3.           This
Second Amendment and the Amended Employment Agreement and the documents referred
to herein and therein constitute the entire agreement among the parties and
supersede in all respects 

                 
any other agreement or understanding among the parties.  No party
shall be liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth 

                 
herein or therein.

     

    4.           In
case any one or more of the provisions contained in this Second Amendment should
be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions

                
 contained herein shall not in any way be affected or impaired
thereby.

     

    5.           This
Second Amendment shall be governed by, and enforced and construed under, the
laws of the State of Texas.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Second Amendment as of the date first above
written.

     

    COMPANY:

     

    MANNATECH,
INCORPORATED

    


     

    
      	
               
      

            	
              By:

            	
              /s/ Stephen D.
      Fenstermacher

            	 


    

     

    
      	
               
      

            	
              Stephen
      D. Fenstermacher, Co-Chief Executive Officer and Chief Financial
      Officer

            


    

     

    


     

    EMPLOYEE:

     

    /s/ B. Keith
Clark                                                           

    B. Keith
Clark